Institute for Excellence in Corporate Governance

Vision

Position the Institute for Excellence in Corporate Governance (IECG) as a leading global resource in developing and communicating thought leadership on governance issues for boards and C-level executives of public, private, governmental and nonprofit organizations, and positively impact how governance is carried out.

Mission

Identify and research important current and emerging governance challenges and develop and communicate effective solutions that enhance the abilities of board members and C-level executives to protect and promote the interests of their stakeholders. We pursue this mission by:

Sponsoring or collaborating with Transformational Roundtables comprised of governance thought leaders, board members and C-level executives who focus on important current and emerging governance issues.

Seeking input from, sponsoring and/or collaborating with alliance partners, which include thought leaders from a variety of disciplines, as well as organizations focused on governance.

Identifying how qualitative issues such as communications, behavioral styles, board composition, board focus, and the development of anticipatory organizations may impact execution of “good governance” and strategy in the boardroom.

Conducting research based on issues raised and communicating the results of research through books, white papers, articles in relevant publications, radio, television and internet, and specific feedback to board members, C-level executives and others who will benefit from this knowledge and research.

Failures of high-profile companies such as Enron and WorldCom led to Sarbanes-Oxley in 2002. The law encouraged directors to do a better job in fulfilling their fiduciary duties especially in the area of financial reporting. Abuses by Wall Street and mortgage bankers and poorly designed incentives for credit rating agencies, among other reasons, led to the credit crisis of 2008 to which the government responded with the Dodd-Frank Act of 2010. Dodd-Frank encouraged shareholders to be more active and hold directors more accountable.

The federal government over the past 50 years has also failed to exercise its fiduciary responsibilities to its shareholders (today’s and tomorrow’s citizens). In particular the last two CEOs have increased the direct federal debt from 5 trillion to over 16 trillion. Some of the country’s directors (congressmen) have been replaced and given a mandate by some shareholders (Tea Party and other activists) to exercise better governance.

The IECG believes that corporate and government fiscal and governance failures have resulted largely from poor governance practices which include:

Conflicts of interest

Failure to adhere to the duties of care and loyalty

Occasionally failing to act in good faith

Failures to act in accordance with corporate by-laws and the Constitution

As a result of these many failures, the United States of America finds itself with a fiscal mess, monetary policy which operates in uncharted waters and debts and deficits which are, to say the least, unsustainable. Corporate America is ever more resilient but too many corporations seem to believe that the primary source of capital is political. In a nation where the revolving door of corporate executives and political appointees is ever turning, there is a growing sense that trust in our basic institutions is perhaps irreparably eroded. It is within this context that IECG finds itself in the roles of assisting board members to understand and perform their fiduciary duties and provide direction to their companies, but also in encouraging business leaders to assure that government leaders do the same.

The practice of Corporate Governance has evolved significantly over the past several decades into what is now a highly specialized and complex activity. However, formal academic governance education is still lacking. As the need for good governance and skilled directors increases, the days of having uneducated directors are long gone.

The Executive Certificate in Nonprofit Governance (ECNG) teaches essential concepts and principles of serving on the board of directors of a nonprofit corporation incorporating evidenced-based research, case studies, appropriate legal issues and situational learning delivered by expert practitioners and scholars in the area of Nonprofit Governance and philanthropy.

Please contact Dennis McCuistion or call (972) 883-5967 for more information about the certificate and registration.

Admission

Anyone currently serving on a Nonprofit Board or a senior executive in business or nonprofit sector aspiring to serve on a Nonprofit Board.

Curriculum

The ECNG is comprised of the following six modules.

Module #1: Governance in the Nonprofit Sector

Introduction to the Nonprofit Sector

Role of The Board/Board Leadership

The Legal Environment of Nonprofits

Fiduciary Duties

Bylaws and Policies

Mission, Vision and Strategic Planning

Conflicts of Interest

Overview of Committees and their Functions

Governance Issues in Certain Types of NFPs

Communication and Assessing Performance

Special Issues: Budget, Investments and Programs

Board Structure and Number of Board Meetings

Information Flow from Management

Module #2: Strategic Planning and Organizational Performance

The Role of the Board in Strategy and Organizational Performance

Mindset and Qualification of Members

Risk Management and Compliance

The Value Maximization Plan

The Role of the Non-Executive Chair

Linking Mission and Value Creation to Compensation and

holding Staff to Account

Communication with Stakeholders

The Development Committee/Earned Income

External Disclosure and Assessing Performance

Board Retreat

Module #3: The Director’s Role in Fundraising and Marketing

Expectation of a Board Member for Fundraising

Personal Donations

Mining your Personal Contacts

Donor Intent

Relations with Beneficiaries and other Constituencies

Who is in Charge of Fundraising?

The Role of Marketing

The Importance of Having a Good Database

The Importance of Social Media

The Importance of a Good Web Site and Printed Materials

The Importance of Public Relations

Module #4: The Audit, Finance and Investment Committees

Audit, Finance and Investment Committee Roles and Responsibilities

Financial Literacy of Members

The Legal Environment of the Audit Committee

Oversight of the Internal Audit Function (if it exists)

Oversight of the External Auditor

Oversight of Financial Risks and Internal Controls

Conflicts of Interest, the Code of Ethics, and Whistle-Blowing

Financial Reporting and Users of Financial Statements

Communication Among the Audit Committee, Auditors and the CFO

External Disclosure and Assessing Performance

Form 990

Module #5: The Human Resource and Compensation Committee and the Executive Committee

The Executive Committee, if Needed

Compensation Committee Roles and Responsibilities

Compensation Literacy of Members

Member Engagement

Difficulties with Pay for Performance in the NFP context

Executive Director Succession Planning

Leadership Development and Tone in the Middle

Compensation Reporting to Donors, Beneficiaries, other Stakeholders

Board Compensation

Directors and Officers Insurance

Executive Sessions

Case Study

Module #6: The Nominating and Governance Committee

Director Recruitment on Basis of Competencies and Skill

Job Description

Diversification of Boards: Why and How

Director Education and Orientation Programs

Selection of the Board and Committee Chairs

Ex Officio Directors

Relations with Boards and Committee Chairs

Board, Committee and Director Evaluation/Term Limits

Executive Director Evaluation

Member and Other Stakeholder Engagement

Board Process and Dynamics

Succession of Board/CEO

Exam

IECG programs respond to current corporate governance issues. These programs are designed for directors and senior management. IECG also offers programs focused on the particular needs of directors or senior management also with specific corporate governance issues. For more information, contact Sharon Foster at (972) 883-4925.

Operating a solid community bank takes skill, dedication and effort. Looking back at the mistakes and bank failures of the past few years, many boards regret that they did not clearly understand the risks their management team assumed. In the wake of the economic crisis, directors have taken on more duties that require a greater technical understanding of the business of banking. And board involvement (and liability) will likely increase with the implementation of new regulations and requirements. Although the economy is slowly improving, the challenges community banks face are many. The work required to operate a profitable institution, in a safe and sound manner, is becoming increasingly difficult. Today’s CEOs and board members must ask this question: Is this the board our bank needs today and for the foreseeable future? Do they have the knowledge and the skills to perform their duties and help their banks stay competitive and prosper?

The Director’s Certification Program is designed with today’s community bank director in mind. Participants will learn fundamental duties and responsibilities, taking into account the myriad of challenges present in our constantly changing banking environment. Both new and
more experienced directors are encouraged to attend. The program has been developed by The Institute for Excellence in Corporate Governance (IECG). The IECG is a 10-year-old center whose mission is to enhance the abilities of corporate directors, senior management and institutional investors through ongoing education, awareness and accountability. Instructors have been chosen from an elite group of industry experts who will share their experience and knowledge in an informal, but dynamic classroom environment. For more information, contact:

Directors

Dennis McCuistion, Executive Director

Dennis McCuistion is a long-time member of the National Association of Corporate Directors and holds the Certified Director designation. Dennis has owned his financial consulting firm, McCuistion & Associates, Inc., since 1977. He is a former bank CEO who joined his first for-profit board in the early 1970s. Since that time he has served on over a dozen private, public and not-for-profit boards including serving as Chairman of the Board and Lead Independent Director. He has served on the board and audit committees of two New York Stock Exchange companies and one American Stock Exchange company since 2003. One of those companies was sold in a private equity buyout for $1.6 billion and was consummated in 2006. Dennis was the Lead Independent Director in that insurance company. Additionally, Dennis served as the chairman of the Nominating and Governance Committee and on the Audit Committee of a Fortune 500 business process outsourcing company with 62,000 employees worldwide. During his tenure he served on special committees which were charged with the responsibility of investigation of stock option backdating and the eventual firing of the CEO and CFO. Additionally, he was involved in two aborted private equity buyouts during the credit crisis of 2006 to 2008. Dennis has been involved with taking companies public, raising capital, and the evaluation of boards and their individual members.

During his career he has been a life-long educator, having served on the faculties of several graduate schools of management for financial related firms. His topics have included strategic planning, leadership, financial analysis and corporate governance. He has authored three books on the financial services industry and is a frequent speaker for corporations, associations and universities. He regularly facilitates all types of panel discussions and board and corporate planning retreats. Today he is the Executive Director of the Institute for Excellence in Corporate Governance at the University of Texas at Dallas, where he also serves as a Clinical Professor. Finally, he is the host of a television program on PBS, a position he has held since 1990. In that role, he has interviewed and facilitated thousands of important dialogues about political, economic, business and social issues of the day. He is also in demand as an expert on other radio and television programs including Fox News, and various network affiliates.

Dr. Suresh Radhakrishnan, Director

Suresh Radhakrishnan is a Professor of Accounting and Information Management at the University of Texas at Dallas, Director of Research at the Institute for Excellence in Corporate Governance, and a Visiting Research Fellow at various Asian universities. His research papers have been published in leading academic journals in accounting, finance and operations management. His work on organization capital and charitable giving has been covered by major newspapers and media, and presented at forums such as the Microsoft CEO Summit and the SAP Global Congress. His research interests include valuation of intangible assets, performance evaluation, contracting and impact of corporate governance. He teaches financial and managerial accounting. He has won teaching awards at New York University, Rutgers University and University of Texas at Dallas.

Gregg Ballew, Director

Mr. Ballew joined Westwood in 2010, and he specializes in serving wealthy families and their related entities. He has over thirty years of experience in providing banking, investment management, and wealth advisory services in Texas and surrounding states. rior to joining Westwood Trust, Mr. Ballew was Regional Managing Director of the Wealth Advisory Group for Northern Trust in Texas. He led the creation of this group and oversaw its successful integration into Northern Trust’s Personal Financial Services business. Prior to forming the Wealth Advisory Group, he served as President of the North Texas market for Northern Trust and on the company’s Texas Management Committee.

Mr. Ballew is active in the community and serves in leadership roles on numerous non-profit boards, including the Dallas Symphony Association, the Dallas Symphony Foundation, The Senior Source, Boys and Girls Clubs of Greater Dallas, the Institute for Excellence in Corporate Governance at UT Dallas, and the Alliance for Higher Education. He is also a member of the Preston Center Rotary Club. Mr. Ballew earned his MBA from The University of Texas at Austin and his BBA from Baylor University. He is a member of the CFA Institute and the Investment Management Consultants Association.

Nikki J. Beneke, Director

Nikki J. Beneke is President of Beneke Consulting. She serves as a Director for the IECG and will be developing the new initiative for training boards of non profit hospitals and to further the initiatives of the Positioning Women for Corporate Governance program. She has received national awards for her work with non profits and recently received the President’s Volunteer of the Year Award from National VOAD. Nikki has served on several Boards and has consulted with organizations in the areas of nonprofit governance, board development, strategic planning, organizational development and fund development. She is a statewide and national speaker and currently serves as President of the Texas VOAD and as the Chairperson of the North Texas Long Term Recovery Council.

Michael Grant, Director

Michael is director of marketing and strategic planning of Phillips MediaSource of Dallas, Texas. He is a multi-recipient of the coveted Emmy® award for outstanding achievement in television. Previously, Michael worked for the Belo Corporation of Dallas, Texas, During his 15 years at Belo, he served as president of Belo Productions, developing and producing media content for the Belo TV group andcable networks; vice president of cable news operations, developing 24-hour cable news channels in Belo markets across the United States; vice president and general manager of KGW-TV, the Belo-owned, NBC affiliate of Portland Oregon; and station manager of Belo’s flagship TV station, ABC affiliate WFAA-TV of Dallas, Texas.

In 2000, Michael served as president of Convergence Communications of Dallas; an Internet start-up .He also currently serves as regional vice president of the Lone Star Chapter of the National Academy of Television Arts and Sciences (NATAS). In addition, he is a visiting instructor at the University of North Texas at Denton and Amberton University of Dallas, Texas. Michael, is director of marketing and strategic planning of Phillips MediaSource of Dallas, Texas, an online and offline marketing, media content development and HD video production company that helps businesses define and improve their marketplace recognition, perception and performance. He serves as a branding strategist, marketing technologist and content curator engaged in media content distribution on TV, satellite and cable networks. Michael is a newly elected member of the IECG Board.

David J. Kohl, CPCU, Director

David is a Principal with Roach Howard Smith & Barton in Dallas, a specialty insurance broker focused on serving the needs of public and private middle‐market companies. His responsibilities include leading the Directors and Officers Liability Practice and International operations. David started his insurance career as an underwriter and then moved into various executive positions working for national insurance companies. 20 years later, he joined Roach Howard and in 2009 & 2010 was recognized by Risk & Insurance Magazine as a finalist in the annual Power Brokers listing for exceptional client service in the Global Broker category. David holds the designation of Chartered Property & Casualty Underwriter and is an active member of the Dallas Committee on Foreign Relations. He sits on several private company boards and serves as a Director and Advisor to the Institute for Excellence in Corporate Governance at the University of Texas, Dallas.

Anthony J. LeVecchio, Director

Anthony J. LeVecchio is President and Owner of The James Group, Inc., a general business consulting firm that has advised CEOs across a wide range of industries in both public and private companies. Mr. LeVecchio qualifies as an SEC financial expert and currently serves as the Vice-Chairman of the board of directors of ViewPoint Financial Group (VPFG) as well as the Audit Chairman. He also serves as a board member and the financial oversight executive of UniPixel, Inc. (UNXL.). His prior public company boards include Microtune, Inc., DG FastChannel, Inc., and Maxum Health, Inc. As a public company director, he has experience with IPOs; secondary offerings; Sarbanes Oxley preparedness and qualification for 404 accelerated filers; NASDAQ de-listing and relisting; SEC stock option backdating investigations and class action lawsuit resolution. He has served on the board of over 15 private companies ranging from pre-revenue startups to companies with over $50 million in annual revenues. In this capacity, he has guided companies through all phases of corporate growth including startup operations; achieving profitability; asset, debt and equity financing; and merger and acquisitions.

Prior to forming The James Group in 1988, Mr. LeVecchio was the Senior Vice President and Chief Financial Officer for VHA Southwest, Inc., a regional healthcare system. Previous to that, Mr. LeVecchio held financial management positions with Phillips Information Systems, Exxon Office Systems and Xerox Corporation. Mr. LeVecchio received a Bachelor of Economics from Rollins College, Winter Park, Florida and an MBA in Finance from the same institution where he remains an active alumnus and member of their Board of Trustees.

Carl Mudd, Director

Carl Mudd holds board positions with two China based U.S. public listed corporations. Mudd’s work experience ranges from Senior Accountant at PWC through CFO/COO/President positions with such companies such as Mitsubishi Aircraft International, Inc., Curtis Mathes Corporation, Color Tile, Inc., Eljer Industries and others. He currently is Chairman and CEO of ACM Holdings, Ltd., an Asian-US based consulting firm and Senior Managing Director of ADi Group, a U.S. and foreign group of companies under common management control doing business from China through India providing outsourced strategic procurement and supply chain services, M&A/JV support, market channel development, structured trade finance and local support services to major Chinese and foreign companies.

Mark Sinclair, Chairman

Mark Sinclair is a Partner with the regional accounting firm of Whitley Penn LLP and is the Chairman of the Board of the Institute for Excellence in Corporate Governance at the UT Dallas. Mark is also Vice Chairman of the Board of the North Texas Regional Center for Innovation and Commercialization. Mark is a retired Partner with Ernst & Young where he spent 38 years and was the Strategic Growth Markets Leader and Venture Capital Advisory Group Leader for the southwest area.

Mark’s experience comes from auditing and advising public and private corporations, generally with global operations, ranging from very large conglomerates, to high growth venture capital and private equity backed companies. His primary focus has been working with the management and Boards of companies in the technology, life sciences, manufacturing, mining and service industries as they strive to minimize the execution risks of their high growth strategies. Mark has been active in the community having been on 30 non-profit Boards in the Dallas area and serving as Chairman of 10 of them. The Boards ranged from civic Boards with an economic development focus, to Boards of charitable and professional organizations. Mark has chaired two capital campaigns for non-profits. Mark has also been involved in numerous political campaigns, generally issue oriented, serving as Treasurer for nine and Chairman of one.

Strategic Advisors

Daniel Burrus, Strategic Advisor

Daniel Burrus is considered one of the world’s leading technology forecasters and business strategists. He is the founder and CEO of Burrus Research, a research and consulting firm that monitors global advancements in technology driven trends to help clients better understand how technological, social and business forces are converging to create enormous, untapped opportunities. Over the past quarter century, he has established a worldwide reputation for his exceptional record of accurately predicting the future of technological change and its direct impact on the business world.

He is a strategic advisor to executives from many Fortune 500 companies, helping them to develop successful competitive strategies based on the creative application of leading-edge technologies. His client list includes companies such as Microsoft, GE, American Express, Google, Toshiba, Procter & Gamble, Honda, ExxonMobil, and IBM. He is the author of six books, including The New York Times and Wall Street Journal best-seller Flash Foresight: How To See The Invisible and Do The Impossible, as well as the highly acclaimed Technotrends. He is also a featured blogger on the topics of innovation, change and the future for CNBC, Huffington Post, and Wired Magazine to name a few.

He has been the featured subject of several PBS television specials and has appeared on programs such as CNN, CNBC, and Bloomberg, and is quoted in a variety of publications, including The Wall Street Journal, USA Today, Fortune, and Forbes. The New York Times has referred to him as one of the top three business gurus in the nation. He is a highly innovative entrepreneur who has founded and managed six businesses, three of which were national leaders in the United States in the first year.

Richard Leblanc, Research Fellow

Richard Leblanc is an Associate Professor, Law, Governance & Ethics, at York University in Toronto, Canada. He is the founder of the LinkedIn Group Boards and Advisors, with over 2,500 members, blogs for Canadian Business, has taught governance at leading business, law and professional faculties (including Harvard University during the summer of 2012), and is a former recipient of “Canada’s Top 40 Under 40.™” His research and teaching are in the areas of boardroom dynamics, leadership and competencies, as well as executive compensation, risk and regulatory compliance. He is the lead author of “Inside the Boardroom: How Boards Really Work and the Coming Revolution in Corporate Governance.” A lawyer in Ontario Canada and Certified Management Consultant, Richard holds a PhD from the Schulich School of Business, an MBA from the Rotman School of Management, and an LLM from the Osgoode Hall Law School. He regularly advises NYSE, TSX and Nonprofit boards.

Don Reavis

Don Reavis is a veteran Texas banker with over thirty years of bank management experience. He has served as either an outside director or management director of five commercial banks. He is currently the President/CEO of bank consulting firm Silverstone Consultants which provides consulting services of various kinds to community banks and their boards of directors in and around Texas. Don is the creator of the Silverstone Loan Approval Process and the author of the widely read banking blog, Post Mortem.

Directors in Residence Emeritus

Dennis R. Jennings

Dennis Jennings is a former deputy director of inspections and Texas regional leader of the Public Company Accounting Oversight Board (PCAOB). His career, consisting of extensive experience in leadership, auditing, consulting, and project and risk management, began at KPMG International. Following his time there, Jennings spent more than 25 years at PricewaterhouseCoopers where he was a senior partner with progressively more demanding executive international responsibilities. He has also authored or co-authored numerous books and articles on petroleum accounting practices, sustainability, environmental issues, accounting and risk management.

Dr. George (Robbie) Robinson

Robbie Robinson is a former White House Fellow and a seasoned business leader with expertise in real estate development, project management, engineering and corporate governance. Robinson also is president of GSR Consulting, Inc., where he advises and assists corporations in improving corporate governance and the effectiveness of boards of directors. He spent nearly 20 years with Electronic Data Systems, first as director of development, then as director of worldwide real estate. Prior to EDS, he was a career officer in the U.S. Navy.

John Roeder

A director of NYSE and NASDAQ listed companies, as well as private companies, John Roeder was the IECG’s first director in residence. He is a certified public accountant and spent more than 30 years with the firm of Arthur Andersen, where he was an office managing partner. His wide range of experience includes managing rapid change related to deregulation, technology, bankruptcy, litigation and acquisitions. He was asked to serve a second year as an IECG director in residence because of his outstanding contributions to the UT Dallas School of Management and the IECG.

Institute for Excellence in Corporate Governance is supported by its members, sponsors, and institutional advisors. Sponsors are composed primarily of corporate and institutional advisors are drawn from organizations closely related to corporate America.

Sponsors

Sponsors for IECG’s outreach to professional service providers who assist corporate directors, senior management and institutional investors with timely advice in their specific areas of expertise. This relationship helps ensure that IECG is at the forefront of important developments throughout the entire spectrum of services affecting corporate governance.

Media Sponsor

Glenn Hunter, Executive Director
D CEO

Corporate Sponsors

Corporate sponsors provide important benefits because their representatives to IECG typically have strong ties to corporate directors, senior management, and institutional investors. They assist IECG in identifying and recruiting speakers and panelists, provide guidance on the effectiveness of planned programs and research, and suggest new activities for IECG.

Institutional Advisers

Institutional advisers provide IECG guidance in the national/global arena of corporate governance. This group alerts IECG to impending changes and events broadly affecting corporate governance that should be incorporated into research and programs. Institutional advisers also work with strategic partners and corporate sponsors by providing another dimension of research and program review. In addition, institutional advisers provide speakers and access to other groups that can assist IECG in achieving its mission.